SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

FORM 8-K

Current Report Pursuant 
to Section 13 or 15(d) of the
Securities Exchange Act of 1934

    Date of report (Date of earliest event reported) August 17, 1995	


                 Century Properties Growth Fund XI		
        (Exact Name of Registrant as Specified in Its Charter)

                              California		
             (State or Other Jurisdiction of Incorporation)

             0-8440 	                  94-6401363		 
   (Commission File Number)        (I.R.S. Employer Identification No.)

         5665 Northside Drive, N.W., Atlanta, Georgia            30328
          (Address of Principal Executive Offices)          (Zip Code)

                              (404) 916-9090		 
           (Registrant's Telephone Number, Including Area Code)

                                N/A                               	
       (Former Name or Former Address, if Changed Since Last Report)	



Item 1.   Change in Control

     On August 17, 1995, the stockholders of National Property 
Investors, Inc. ("NPI"), the sole shareholder of NPI Equity 
Investments II, Inc. ("NPI Equity"), the entity which controls 
Fox Capital Management Corporation ("FCMC"), the general partner 
of Registrant, entered into an agreement to sell to IFGP 
Corporation, an affiliate of Insignia Financial Group, Inc. 
("Insignia"), all of the issued and outstanding stock of NPI.  
The sale of the stock is subject to the satisfaction of certain 
conditions (including governmental and third party consents and 
other conditions not within the control of the parties to the 
agreement) and is scheduled to close in January 1996.  Upon 
Closing, it is expected that the current officers and directors 
of NPI Equity and FCMC will resign and Insignia will elect new 
officers and directors. 

Item 7.   Financial Statements and Schedules

(c)     Exhibits

        2.   NPI, Inc. Stock Purchase Agreement, dated as of 
August 17, 1995  



SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act 
of 1934, the Registrant has duly caused this report to be signed 
on its behalf by the undersigned hereunto duly authorized.


                           CENTURY PROPERTIES FUND XI

                           By:  Fox Capital Management 
                                Corporation,
                                its general partner

Date:  August 21, 1995          By:   /s/ Michael L. Ashner      
                                     Michael L. Ashner, 
                                     President


                           EXHIBIT INDEX


       Exhibit                                      Page No.


2.    NPI, Inc. Stock Purchase Agreement,              5
      dated as of August 17, 1995